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  • 2022
  • Other Article

Freezeouts in Delaware and Around the World
By: Guhan Subramanian
Keywords: Acquisition; Stock Shares
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  • June 2021
  • Article

Deals in the Time of Pandemic
By: Guhan Subramanian and Caley Petrucci
The COVID-19 pandemic has brought new attention to the period between signing and closing in M&A transactions. Transactional planners heavily negotiate the provisions that govern the behavior of the parties during this window, not only to allocate risk between the...  View Details
Keywords: Takeovers; COVID-19; Material Adverse Effect; Mergers and Acquisitions; Health Pandemics
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  • 2019
  • Article

Go-Shops Revisited
By: Guhan Subramanian and Annie Zhao
A go-shop process turns the traditional M&A deal process on its head: rather than a pre-signing market canvass followed by a post-signing “no shop” period, a go-shop deal involves a limited pre-signing market check, followed by a post-signing “go shop” process to find...  View Details
Keywords: Go-shop Process; Mergers and Acquisitions; Negotiation Process; Negotiation Deal; Performance Effectiveness; Technological Innovation
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  • 2019
  • Chapter

Appraisal after Dell
By: Guhan Subramanian
This essay presents new data on appraisal litigation and appraisal outs. I find that appraisal claims have not meaningfully declined in 2016 and that perceived appraisal risk, as measured by the incidence of appraisal outs, has increased since the Dell appraisal in May...  View Details
Keywords: Valuation; Contracts; Negotiation Process
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  • September 2017
  • Article

Reexamining Staggered Boards and Shareholder Value
By: Charles C.Y. Wang and Alma Cohen
Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not...  View Details
Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Delaware; Airgas; Governing and Advisory Boards; Corporate Governance; Value
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  • Article

Patent Trolling Isn't Dead—It's Just Moving to Delaware
By: Lauren Cohen, Umit G. Gurun and Scott Duke Kominers
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  • April 2017
  • Article

The New Look of Deal Protection
By: Guhan Subramanian and Fernán Restrepo
Deal protection in mergers and acquisitions (M&A) evolves in response to Delaware case law and the business goals of acquirers and targets. We construct a new sample of M&A deals from 2003 to 2015 to identify four such areas of evolution in current transactional...  View Details
Keywords: Mergers and Acquisitions; Practice
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  • December 2016
  • Article

Deal Process Design in Management Buyouts
By: Guhan Subramanian
Management buyouts (MBOs) are an economically and legally significant class of transaction: not only do they account for more than $10 billion in deal volume per year, on average, but they also play an important role in defining the relationship between inside and...  View Details
Keywords: Management Buyout; Deal Structuring; Acquisition; Design; Fairness
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  • 2015
  • Working Paper

Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov
By: Alma Cohen and Charles C.Y. Wang
In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They...  View Details
Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware
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  • Summer 2015
  • Article

The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach
By: Fernan Restrepo and Guhan Subramanian
Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as "freezeouts") based on what transactional form was used: deferential business judgment review for freezeouts executed as tender...  View Details
Keywords: Laws and Statutes; Business and Shareholder Relations; Delaware
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  • 2014
  • Article

Delaware's Choice
By: Guhan Subramanian
This article first documents the shift to annual elections of all directors at most U.S. corporations and argues that the alternative of "ineffective" staggered boards would have been more desirable, as a policy matter, but is now a missed opportunity. Using this...  View Details
Keywords: Governing and Advisory Boards; Laws and Statutes; Policy; Delaware
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  • December 2013
  • Article

How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment
By: Alma Cohen and Charles C.Y. Wang
The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment...  View Details
Keywords: Staggered Board; Takeover Defense; Antitakeover Provision; Proxy Fight; Tobin's; Firm Value; Agency Cost; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Corporate Governance
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  • July 2012
  • Case

El Paso's Sale to Kinder Morgan
By: John Coates, Clayton Rose and David Lane
On October 16, 2011, El Paso agreed to sell itself to Kinder Morgan for just over $21 billion. Shareholders filed suit, arguing that the process was tainted by conflict and that a higher price could be obtained. Delaware Chancellor Leo Strine agreed with the plaintiffs...  View Details
Keywords: El Paso; Kinder Morgan; Goldman Sachs; Leo Strine; Conflicts Of Interest; Corporate Governance; Relationships; Lawsuits and Litigation; Energy Industry; Banking Industry; United States
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  • November 2010
  • Technical Note

Technical Note: An Abridged History of the American Corporation
By: Rakesh Khurana, Andrew David Klaber and Eric Baldwin
This note examines the development of the corporate form in the United States from the eighteenth century to the present, focusing primarily on legal issues. It identifies several major trends in the history of the American corporation: the transition of corporations...  View Details
Keywords: Accounting; Corporate Accountability; Governing Rules, Regulations, and Reforms; History; Code Law; Managerial Roles; Corporate Social Responsibility and Impact; Private Ownership; United States
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  • August 2010 (Revised March 2012)
  • Supplement

The Dow Acquisition of Rohm and Haas (E)
By: Jay W. Lorsch and Melissa Barton
Dow completed the acquisition of Rohm and Haas and escaped a battle in a Delaware courtroom  View Details
Keywords: Mergers and Acquisitions; Legal Liability; Managerial Roles; Complexity
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  • May 2010
  • Article

Is Delaware's Antitakeover Statute Unconstitutional? Evidence from 1988-2008
By: Guhan Subramanian, Steven Herscovici and Brian Barbetta
Delaware's antitakeover statute, codified at Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was first enacted in 1988, three bidders challenged its constitutionality under the Commerce Clause...  View Details
Keywords: Courts and Trials; Opportunities; Bids and Bidding; Laws and Statutes; Decisions; Change; Acquisition; United States
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  • November 2005 (Revised February 2006)
  • Case

Oracle vs. PeopleSoft (A)
By: Lynn S. Paine, Guhan Subramanian and David Millstone
Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the...  View Details
Keywords: Takeover; Fiduciary Duty; Mergers and Acquisitions; Applications and Software; Ethics; Law; Governing and Advisory Boards; Customer Focus and Relationships; Competition; Strategy; Information Technology Industry; United States
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  • April 2004
  • Article

The Disappearing Delaware Effect
By: Guhan Subramanian
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  • July 2003 (Revised February 2004)
  • Background Note

M&A Legal Context: Standards Related to the Sale or Purchase of a Company
By: Carliss Y. Baldwin, Constance E. Bagley and James Quinn
Introduces students to the legal standards affecting officers and directors when selling or purchasing a company. Provides a practical understanding of the Revlon Standard, the Securities and Exchange Act of 1934, Rule 10b-5, and the legal criteria for a cause of...  View Details
Keywords: Laws and Statutes; Law Enforcement; Government Legislation; Acquisition; Business Exit or Shutdown; Corporate Governance; Going Public; Courts and Trials
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  • February 1998 (Revised December 1998)
  • Case

Atlantic Energy/Delmarva Power & Light (A)
By: Benjamin C. Esty, Mathew M Millett and Tracy Aronson
Delmarva Power & Light and Atlantic Energy are neighboring electric utilities based in Delaware and New Jersey, respectively. In early 1996, they entered into merger negotiations, but were unable to reach an agreement on price because they could not agree on what...  View Details
Keywords: Valuation; Negotiation Offer; Government Legislation; Risk and Uncertainty; Mergers and Acquisitions; Contracts; Utilities Industry; Delaware; New Jersey
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